MOTIVATING THE MASSES INC. A Nevada corporation

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

2121 Palomar Airport Road, Suite 300

Carlsbad, CA 92011

4760-931-9400

MOTIVATING THE MASSES INC.

A NEVADA CORPORATION

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Memorandum No. ______

Name of Prospective Investor__________________________________

OFFERING OF 4,000,000 SHARES OF COMMON STOCK

AT $0.50 PER SHARE

Motivating the Masses Inc., a Nevada corporation (the "Company"), hereby offers (the

"Offering") to sell 4,000,000 shares of its common stock (the "Common Stock"), at $0.50 per

share. The shares of Common Stock are being offered by the Company on a "best efforts"

basis. There is no assurance that any of the shares of Common Stock will be sold and

there is no firm commitment by any person to purchase or sell any of the shares of

Common Stock. There is no minimum offering.

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A

HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO

CAN AFFORD TO LOOSE THEIR ENTIRE INVESTMENT. THE SECURITIES

OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL

SECURITIES LAWS OR THE LAWS OF ANY STATE, BUT ARE BEING OFFERED

AND SOLD PURSUANT TO CERTAIN EXEMPTIONS THEREUNDER. THESE

SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES

AND EXCHANGE COMMISSION OR BY ANY STATE AGENCY, NOR HAS ANY SUCH

REGULATORY BODY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS

MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE.

DATED: November 1, 2013

NOTICE TO INVESTORS

THIS MEMORANDUM HAS BEEN PREPARED FOR DISTRIBUTION TO A LIMITED NUMBER OF ELIGIBLE

PERSONS FOR THEIR CONFIDENTIAL USE AND INFORMATION IN EVALUATING AN INVESTMENT IN THE

COMPANY. AS YOU READ THIS MEMORANDUM, PLEASE NOTE THE FOLLOWING IMPORTANT FACTS:

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM

AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT

HIS OWN ATTORNEY, ACCOUNTANT AND BUSINESS ADVISOR AS TO THE PURCHASE OF

OWNERSHIP INTERESTS.

THIS OFFERING OF COMMON STOCK IS BEING MADE IN RELIANCE UPON CERTAIN

EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

AND CERTAIN STATE SECURITIES LAWS. THE COMMON STOCK ARE BEING OFFERED TO A

LIMITED NUMBER OF PROSPECTIVE INVESTORS MEETING MINIMUM SUITABILITY STANDARDS

OR ACCREDITED INVESTORS AS DEFINED UNDER THE SECURITIES ACT. THE COMMON

STOCK ARE NOT TRANSFERABLE WITHOUT THE SATISFACTION OF CERTAIN CONDITIONS,

INCLUDING REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION

UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF CERTAIN STATES. THE COMMON

STOCK OFFERED HEREBY ARE RESTRICTED SECURITIES FOR WHICH NO PUBLIC OR OTHER

MARKET CURRENTLY EXISTS OR IS EXPECTED TO DEVELOP.

AN INVESTMENT IN THE COMMON STOCK IS HIGHLY SPECULATIVE, INVOLVES A HIGH

DEGREE OF RISK AND IS SUITABLE ONLY FOR INVESTORS WITH SUBSTANTIAL MEANS WHO

CAN BEAR THE ECONOMIC RISK OF THE INVESTMENT, AND WHO ARE ABLE TO WITHSTAND

THE TOTAL LOSS OF THEIR INVESTMENT. AN INVESTMENT IN THE COMPANY MUST BE

CONSIDERED A LONG-TERM INVESTMENT. SEE 'RISK FACTORS'.

THE PERSON NAMED ABOVE AS A PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF

THIS MEMORANDUM, AGREES TO IMMEDIATELY RETURN THIS MEMORANDUM AND ALL

ATTACHED OR ENCLOSED DOCUMENTS TO THE COMPANY IF THE PROSPECTIVE INVESTOR

DOES NOT ELECT TO MAKE A SUBSCRIPTION OR IF HIS ENTIRE SUBSCRIPTION IS REJECTED

BY THE COMPANY. THE PERSON NAMED ABOVE AS A PROSPECTIVE INVESTOR ALSO

AGREES TO MAINTAIN STRICT CONFIDENTIALITY OF THIS MEMORANDUM AND ALL

INFORMATION CONTAINED HEREIN.

ALTHOUGH MANAGEMENT OF THE COMPANY BELIEVES THAT THIS MEMORANDUM

CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF ALL DOCUMENTS PURPORTED TO

BE SUMMARIZED HEREIN, REFERENCE IS HEREBY MADE TO THE ACTUAL DOCUMENTS FOR

COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES

THERETO. COPIES OF SUCH DOCUMENTS ARE AVAILABLE UPON REQUEST FROM THE

COMPANY AND ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THIS

REFERENCE.

DURING THE COURSE OF THE OFFERING AND PRIOR TO SALE, PROSPECTIVE INVESTORS ARE

URGED AND INVITED TO ASK QUESTIONS OF AND TO OBTAIN ADDITIONAL INFORMATION

FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE

COMPANY AND ITS PROPOSED BUSINESS AND ANY OTHER RELEVANT MATTERS

(INCLUDING BUT NOT LIMITED TO ADDITIONAL INFORMATION TO VERIFY THE ACCURACY

OF THE INFORMATION SET FORTH HEREIN). SUCH INFORMATION WILL BE PROVIDED TO THE

EXTENT THAT THE OFFICERS OF THE COMPANY POSSESS SUCH INFORMATION OR CAN

ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR

OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS

OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE

NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR

REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT

CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND

MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT

OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO

REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE

THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN

INDEFINITE PERIOD OF TIME. PURCHASE OF THE COMMON STOCK SHOULD BE MADE FOR

INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO RESELL.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports and other information with the

SEC. You may read and copy any document that the Company files at the public

reference room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You

may obtain information on the operation of the public reference room by calling the SEC

at (800) SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov from

which you can access the Company's filings.

This Memorandum includes through incorporation by reference certain of the reports

and other information that the Company has filed with the SEC, including the

Registration Statement on Form S-1, as amended. This means that the Company is

disclosing important information to you by referring you to those documents. The

Company incorporates into this Private Placement Memorandum by reference the S-1

Registration Statement, which constitute an important part of this Memorandum.

This Memorandum includes or incorporates by reference information with respect to

market share, industry conditions and forecasts that the Company obtained from internal

industry research, publicly available information (including industry publications and

surveys), and surveys and market research provided by consultants. The publicly

available information and the reports, forecasts and other research provided by

consultants generally state that the information contained therein has been obtained

from sources believed to be reliable, but there can be no assurance as to the accuracy

and completeness of such information. The Company has not independently verified

any of the data from third-party sources, nor has the Company ascertained the

underlying economic assumptions relied upon therein. Similarly, the Company's internal

research and forecasts are based upon the Company's management’s understanding

of industry conditions, and such information has not been verified by any independent

sources.

Motivating the Masses Inc.

Confidential Private Placement Memorandum

Common Stock Description

Price: $0.50 per Share

Total Shares Offered: 4,000,000

Private Placement Memorandum

Summary of the Offering

Motivating the Masses (the "Company") was formed in the State of Nevada on

September 2, 1998 to engage in providing top-quality professional development and

coaching services. The Company will provide it’s professional development services in

the most effective manner and with an ongoing effort to provide 100% client satisfaction

(collectively, the "Motivating the Masses Programs"). Management believes that the

Motivating the Masses Programs and initiation of the following key procedures will enable

it to reach its goals: (i) creation of a unique, upscale, innovative environment that will

differentiate Motivating The Masses Programs from other coaching or professional

development businesses; (ii) educating the business community on what business and

strategic coaching has to offer; (iii) formation of a learning environment that will bring

people with diverse interests and backgrounds together in a common forum to

overcome challenges both professionally and personally; (iv) affordable access to the

resources of business coaching and other consulting services; (v) training and

developing key individuals to leverage the Company's trainings, coaching programs and

platforms; and (vi) hiring the executive team.

The Company plans to use its existing contacts and customer base to generate both

short and long-term coaching contracts. Its long-term profitability will rely on professional

contracts obtained through strategic alliances, a comprehensive marketing program

and a successful referral program. The Company has focused on professional

development, strategic workshops, one-on-one coaching and special project

relationships. The Company's expansion will provide a separate and comprehensive

coaching, mastermind session, and online membership services.

Terms of Offering

The Company is offering an investment opportunity in the Company. The shares of

Common Stock will be offered on a "best efforts" basis. The shares of Common Stock will

be offered to prospective investors meeting minimum suitability standards or to

Accredited Investors under exemptions from the registration requirements of the federal

securities laws and under similar exemptions under applicable state securities laws. See

"SUBSCRIPTION DOCUMENTS".

Proceeds from subscriptions for the Offering received and accepted by the Company

will be available immediately for investment. The Offering will be terminated at the

discretion of management of the Company. Investors will become shareholders of the

Company upon the receipt and acceptance by management of their subscriptions on

the date such subscription was accepted by the Company. The total initial equity

offering is $1,500,000.00. The initial offering contemplates sufficient capitalization to cover

program development and operational costs for the next 12 months to pursue business

development initiatives.

Management

Management of the Company will receive no fees or other compensation in connection

with the Offering, except for reimbursement of certain Organizational and Offering

Expenses. The Company will pay all expenses directly related to its business operations.

These expenses also include, but are not limited to, all taxes, office expenses, office rent,

insurance, travel, consulting, professional fees, maintenance, utilities and any

extraordinary expenses.

Risk Factors

Investors are cautioned that the Offering and the Company involve certain risks, which

are more fully described below in "RISK FACTORS."

Risk Factors

An investment in the Common Stock involves a number of very significant risks. You

should carefully consider the following risks and uncertainties in addition to other

information in evaluating us and our business before purchasing the Common Stock. The

Company's business, operating results and financial condition could be seriously harmed

due to any of the following risks. The risks described below are all of the material risks that

management is currently aware of that the Company is facing. Additional risks not

presently known to management may also impair the Company’s business operations.

You could lose all or part of your investment due to any of these risks.

You should carefully consider the risks, uncertainties and other factors described below

because they could materially and adversely affect our business, financial condition,

operating results and prospects and could negatively affect the market price of our

common stock. Also, you should be aware that the risks and uncertainties described

below are not the only ones facing us. Additional risks and uncertainties that we do not

yet know of, or that we currently believe are immaterial, may also impair our business

operations and financial results. Our business, financial condition or results of operations

could be harmed by any of these risks. The trading price of our common stock could

decline due to any of these risks, and you may lose all or part of your investment.

In assessing these risks you should also refer to the other information contained in or

incorporated by reference to this Private Placement Memorandum, including our

financial statements and the related notes filed with our Registration Statement on form

S-1, as amended, filed with the Securities and Exchange Commission on ______, 2013 and

declared effective by the Securities and Exchange Commission on September __, 2013.

Risks Related to the Company

We are an "emerging growth company," and we cannot be certain if the reduced

reporting requirements applicable to emerging growth companies will make our

common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business

Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth

company, we may take advantage of exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth

companies, including not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, delay compliance with new or

revised accounting standards that have different effective dates for public and private

companies until they are made applicable to private companies, reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy

statements and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute

payments not previously approved. We could be an emerging growth company for up

to five years, although we could lose that status sooner if our revenues exceed $1 billion,

if we issue more than $1 billion in non-convertible debt in a three year period, or if the

market value of our common stock held by non-affiliates exceeds $700 million as of any

June 30 before that time, in which case we would no longer be an emerging growth

company as of the following December 31. We cannot predict if investors will find our

common stock less attractive because we may rely on these exemptions. We have

decided to take advantage of the exemptions provided to emerging growth companies

and as a result our financial statements may not be comparable to companies that

comply with public company effective dates. In addition, some investors might find our

common stock less attractive as a result, there may be a less active trading market for

our common stock and our stock price may be more volatile.

We Have a History of Operating Losses and There Can Be No Assurance We Will Be

Profitable in the Future.

We have a history of operating losses, expect to continue to incur losses, and may never

be profitable, and we must be considered to be in the developmental Further, we may

be dependent on sales of our equity securities and debt financing to meet our cash

requirements. We have incurred losses from operations totaling $334,089 for the six

months ended June 30, 2013 as well as a loss of $84,251 for the fiscal year ended

December 31, 2012. As of June 30, 2013, we had an accumulated deficit of $1,375,825.

Further, we do not expect positive cash flow from operations in the near term. There is no

assurance that actual cash requirements will not exceed our estimates. There is no

assurance that the demand for personal development coaching products will allow us to

achieve profitability. In particular, additional capital may be required in the event that

further working capital is necessary because our operating costs increase beyond our

expectations or we encounter greater costs associated with general and administrative

expenses or offering costs.

Our recent growth, the introduction of our Motivating the Masses Programs, products and

services and our entry into new markets makes it difficult for us to evaluate our current

and future business prospects, and we may be unable to effectively manage our growth

and new initiatives, which may increase the risk of your investment and could harm our

business, financial condition, results of operations and cash flow.

We were incorporated on September 2, 1998 under the laws of the State of Nevada.

Since inception, we have developed and marketed our Motivating the Masses Programs

with continually evolving new content based on client’s needs and current

demands. Because many of our current products and services are relatively new and

we have recently entered a new market, we may be unable to evaluate the relative

success and future prospects, particularly in light of our goals to continually grow our

existing and new customer base, expand our product and service offerings, acquire and

integrate complementary businesses and enter new markets.

In addition, our growth, recent product introductions and entry into a relative new

market may place a significant strain on our resources and increase demands on our

executive management, personnel and systems, and our operational, administrative and

financial resources may be inadequate. We may also not be able to maintain or

accelerate our current growth rate, effectively manage our expanding operations, or

achieve planned growth on a timely or profitable basis, particularly if the number of

consumers and businesses using our products and services increase or their demands

and needs change as our business expands. Our management is required to expand its

knowledge of diverse aspects of strategic coaching programs as well as professional

development coaching programs, leadership, career or management coaching and

maintain relationships with our consumers and businesses across several sectors of the

business industry and market. If we are unable to manage our growth and expand

operations effectively, we may experience operating inefficiencies, the quality of our

products and services could deteriorate, and our business and results of operations could

be materially adversely affected.

The recent ongoing adoption of strategic coaching and professional development

coaching programs makes it difficult for us to evaluate our current and future business

prospects. If strategic coaching and professional development coaching programs fail to

achieve widespread acceptance by consumers and businesses and/or other institutions,

our growth and profitability may suffer.

The use of strategic coaching and professional development coaching programs is one

approach in the traditional business educational markets. There can be no assurance

that strategic coaching and professional development coaching programs and services

will achieve long-term success in the business educational markets. Our success depends

in part upon the continued adoption by businesses and consumers of professional

development coaching programs educational initiatives. Some may oppose third-party

education in principle and the strategic coaching and professional development

coaching programs in general. As a necessary corollary to the acceptance of sour

Motivating the Masses Programs, our growth depends in part on acceptance of the role

of strategic coaching and professional development coaching programs and the

availability of access. If the acceptance of strategic coaching and professional

development coaching programs do not continue to increase, our ability to continue to

grow our business could be materially impaired.

Certain components of our revenue are generated by sales of our seminars. Consumer

and professional revenue rates may be difficult to predict and declines in sales of our

strategic and personal development coaching products may materially adversely affect

our business and results of operations.

For the six months ended June 30, 2013, sales of live seminars and coaching services

accounted for approximately 95.5% of our revenues. For the year ended December 31,

2012, sales of live seminars and coaching services accounted for approximately 90.40%

of our revenue and we anticipate that revenue from sales of our seminars will continue to

account for a substantial majority of our revenue for the next few years. Typical

coaching contracts vary by client and can span anywhere from 3-9 months depending

on need. We also have an annual program of our Global Leadership Program (GLP)

which consists of a 3-day event 4 times per year along with group coaching calls in

between the live events. Clients that have cancelled out of that program have enrolled

into one-on-one coaching for more personalized coaching. If a client wants to cancel

their services from one of our programs, there is a no refund policy. The Company can

apply the clients credit toward other products or services. Sales of our ancillary products,

such as books, CDs and software, accounted for approximately 3.71% of our revenue.

Sales of our strategic coaching and professional development coaching programs

and/or products or services may decline or fluctuate as a result of a number of factors,

including decreased demand, adverse regulatory actions, pricing pressures, competitive

factors or any other reason. These and other factors that may affect our sales are not

predictive of the future, and, as a result, we cannot accurately predict consumer and/or

professional business demand. If sales to new consumers and professional businesses

decline or our current consumers and professional businesses do not continue to attend

our seminars, our revenue may decline, which would negatively impact our business,

financial condition, results of operations and cash flow.

System disruptions, vulnerability from security risks to our networks, databases and an

inability to expand and upgrade our systems in a timely manner could damage our

reputation, impact our ability to generate revenue and limit our ability to attract and

retain consumers and professional businesses to attend our seminars and purchase our

products.

The performance and reliability of our technology infrastructure is critical to our business.

Any failure to maintain satisfactory online performance, reliability, security or availability

of our web platform infrastructure may significantly reduce customer satisfaction and

damage our reputation, which would negatively impact our ability to attract new

customers. The risks associated with our web platform include: (i) breakdowns or system

failures resulting in a prolonged shutdown of our servers, including failures attributable to

power shutdowns or attempts to gain unauthorized access to our systems, which may

cause loss or corruption of data or malfunction of software or hardware; (ii) disruption or

failure in our collocation providers, which would make it difficult or impossible for our

consumers to log on to our websites; (iii) damage from fire, flood, tornado, power loss or

telecommunications failures; (iv) infiltration by hackers or other unauthorized persons;

and (v) any infection by or spread of computer viruses.

In addition, increases in the volume of traffic on our website could strain the capacity of

our existing infrastructure, which could lead to slower response times or system failures.

This would cause a disruption or suspension of our product and service offerings. Any web

platform interruption or inadequacy that causes performance issues or interruptions in

the availability of our websites could reduce consumer satisfaction and result in a

reduction in the number of consumers using our products and services. If sustained or

repeated, these performance issues could reduce the attractiveness of our websites and

products and services. We may need to incur additional costs to upgrade our computer

systems in order to accommodate system disruptions, security risks and increased

demand if we anticipate that our systems cannot handle higher volumes of traffic in the

future. However, the costs and complexities involved in expanding and upgrading our

systems may prevent us from doing so in a timely manner and may prevent us from

adequately meeting the demand placed on our systems.

Any significant interruption in the operations of our data centers could cause a loss of

data and disrupt our ability to manage our network hardware and software and

technological infrastructure, and any significant interruption in the operations of our call

center could disrupt our ability to respond to requests for help or service and process

orders in a timely manner.

All of our web platform servers and routers, including backup servers, are currently

located in co-location facilities in California. As part of our disaster recovery

arrangements, we will replicate all of our customers’ data in a separate backup facility. If

we are not successful in implementing this plan, we will face additional risks relating to

the central location of our servers. Any disruption of operations or damage to these

servers could materially harm our ability to operate our business. We also may need to

make additional investments to improve the performance of our platform and prevent

disruption of our services. Any disruption or significant interruption in the operations of our

data centers may result in a loss of customer satisfaction and limit our ability to retain and

attract customers.

Domestic and foreign government regulation relating to the internet or our Motivating the

Masses programs and services could cause us to incur significant expense, and failure to

comply with applicable regulations could make our business less efficient or even

impossible to continue to operate.

As web-based commerce continues to evolve, increasing regulation by federal, state or

foreign agencies becomes more likely. In addition, taxation of services provided over the

internet or other charges imposed by government agencies or by private organizations

for accessing the internet may also be imposed. Any regulation imposing greater fees for

internet use or restricting information exchange over the internet could result in a decline

in the use of the internet and the viability of internet-based services, which could

materially harm our business.

If we are unable to maintain and enhance our Motivating the Masses brand identity, our

business and results of operations may suffer.

The continued development of our Motivating the Masses brand identity is important to

our business, and expanding strategic coaching and professional development

coaching brand awareness is critical to attracting and retaining our consumers and

professional businesses. Our existing and potential consumers may not be aware of the

relationship of our product brands with one another, particularly the books, CDs and

seminars, which serve as an umbrella for our Motivating the Masses Programs. If we

intend to increase revenues and extend our geographic reach, maintaining quality and

consistency across all of our products and services may become more difficult to

achieve, and any significant and well-publicized failure to maintain this quality and

consistency will have a detrimental effect on our Motivating the Masses brand.

We cannot provide assurances that our sales and marketing efforts will be successful in

further promoting our Motivating the Masses brand in a competitive and cost-effective

manner. If we are unable to maintain and enhance our Motivating the Masses brand

recognition and increase awareness of our products and services, or if we incur

excessive sales and marketing expense, our business and results of operations could be

materially adversely affected.

Our future growth and profitability may depend in large part upon the effectiveness and

efficiency of our marketing expenditures in recruiting new consumers and professional

businesses.

Our future growth and profitability will depend in large part upon the effectiveness and

efficiency of our marketing expenditures, including our ability to: (i) create greater

awareness of our Motivating the Masses Programs and band name; (ii) select the right

market, media and specific media vehicles in which to advertise; (iii) identify the most

effective and efficient level of spending in each market, media and specific media

vehicle; (iv) determine the appropriate creative message and media mix for advertising,

marketing and promotional expenditures; (v) effectively manage marketing costs,

including creative and media expense in order to generate and maintain acceptable

consumer acquisition costs; (vi) generate leads for sales, including obtaining lists of

businesses in a cost-effective manner; (vii) drive traffic to our website; and (viii) convert

consumer and business inquiries into actual attendance at seminars.

We are hiring a nationally recognized Public Relations firm, to give us exposure and

awareness in the market. Our current model has relied on word of mouth and events. We

have never invested in a public relations firm. With the expansion of our training team it

will allow us to serve more clients and more markets increasing sales and services.

Our planned marketing expenditures may not result in increased revenue or generate

sufficient levels of Motivating the masses Programs and brand awareness, and we may

not be able to increase our net sales at the same rate as we increase our advertising

expenditures.

We operate in a market which is subject to rapid technological and other changes, and

increasing competition could lead to pricing pressures, reduced operating margins, loss

of market share and increased capital expenditures.

The markets for our strategic coaching and professional development coaching

products and services are highly competitive, and we expect increased competition in

the future that could adversely affect our revenue and market share. Although many

individuals and businesses are attempting to address this need in the market place, the

bulk of this education still takes the form of explaining product details. Those current

competitors include but are not limited to: (i) providers of strategic coaching and

professional development coaching seminars, products and materials; (ii) companies

that provide strategic coaching and professional development coaching product

software and web-based services; (iii) traditional print strategic coaching and

professional development coaching product materials; and (iv) non-profit and

membership educational organizations and government agencies that offer online and

offline strategic coaching and professional development coaching products and

services, including in some cases at no cost. Some of our competitors may have more

resources than we do, and several may have larger customer bases and greater brand

recognition in the industry markets we serve. Further, larger established companies with

high brand recognition may develop online strategic coaching and professional

development coaching products and services that are competitive with our core

products and services. These competitors may be able to devote greater resources than

us to the development, promotion and sale of their services and respond more quickly

than we can to new technologies or changes in literacy, consumer requirements or

preferences. We may not be able to compete effectively with current or future

competitors, especially those with significantly greater resources or more established

customer bases, which may materially adversely affect our sales and our business.

Protection of our intellectual property is limited, and any misuse of our intellectual

property by others could harm our business, reputation and competitive position.

Our trademarks, copyrights, trade secrets, trade dress and designs are valuable and

integral to our success and competitive position. However, we cannot assure you that

we will be able to adequately protect our proprietary rights through reliance on a

combination of copyrights, trademarks, trade secrets, confidentiality procedures,

contractual provisions and technical measures from outside influences. Protection of

trade secrets and other intellectual property rights in the markets in which we operate

and compete is highly uncertain and may involve complex legal questions. We cannot

completely prevent the unauthorized use or infringement of our intellectual property

rights, as such prevention is inherently difficult.

We also expect that the more successful we are, the more likely that competitors will try

to illegally use our proprietary information and develop products that are similar to ours,

which may infringe on our proprietary rights. In addition, we could potentially lose future

trade secret protection for our source code if any unauthorized disclosure of such code

occurs. The loss of future trade secret protection could make it easier for third parties to

compete with our products by copying functionality. Any changes in, or unexpected

interpretations of, the trade secret and other intellectual property laws in any country in

which we operate may compromise our ability to enforce our trade secret and

intellectual property rights. Costly and time-consuming litigation could be necessary to

enforce and determine the scope of our confidential information and trade secret

protection. If we are unable to protect our proprietary rights or if third parties

independently develop or gain access to our or similar technologies, our business, service

revenue, reputation and competitive position could be materially adversely affected.

The confidentiality, non-disclosure and other agreements we use to protect our products,

trade secrets and proprietary information may prove unenforceable or inadequate.

We protect our products, trade secrets and proprietary information, in part, by requiring

all of our employees and consultants to enter into agreements providing for the

maintenance of confidentiality. We also enter into non-disclosure agreements with our

technical consultants to protect our confidential and proprietary information. We cannot

assure you that our confidentiality agreements with our employees, consultants and

other third parties will not be breached, that we will be able to effectively enforce these

agreements, that we will have adequate remedies for any breach, or that our trade

secrets and other proprietary information will not be disclosed or will otherwise be

protected.

Other than securing protection for our trademarks, we do not have protection of any of

our other intellectual property and any misuse of our intellectual property by others could

harm our business, reputation and competitive position.

We have secured protection of certain trademarks as follows: (i) Yes! Yes!; (ii) Motivating

the Teen Spirit; (iii) No Mater What; and (iv) Lisa Nichols. Our trademarks, copyrights,

trade secrets and designs are valuable and integral to our success and competitive

position. Other than the protection afford our trademarks as referenced by the U.S.

Patent, Copyright and Trademark Office, we have not filed for any further protection

with the U.S. Patent, Copyright and Trademark Office regarding our intellectual property.

And, we cannot assure you that we will be able to adequately protect our proprietary

rights through reliance on a combination of copyrights, trademarks, trade secrets,

confidentiality procedures, contractual provisions and technical measures from outside

influences. Protection of trade secrets and other intellectual property rights in the markets

in which we operate and compete is highly uncertain and may involve complex legal

questions. We cannot completely prevent the unauthorized use or infringement of our

intellectual property rights, as such prevention is inherently difficult.

We also expect that the more successful we are, the more likely that competitors will try

to illegally use our proprietary information and develop products that are similar to ours,

which may infringe on our proprietary rights. In addition, we could potentially lose future

trade secret protection for our source code if any unauthorized disclosure of such code

occurs. The loss of future trade secret protection could make it easier for third parties to

compete with our products by copying functionality. Any changes in, or unexpected

interpretations of, the trade secret and other intellectual property laws in any country in

which we operate may compromise our ability to enforce our trade secret and

intellectual property rights. Costly and time-consuming litigation could be necessary to

enforce and determine the scope of our confidential information and trade secret

protection. If we are unable to protect our proprietary rights or if third parties

independently develop or gain access to our or similar technologies, our business, service

revenue, reputation and competitive position could be materially adversely affected.

Although we have obtained protection for certain of our trademarks, we have not

registered copyrights for all of our Motivating the Masses Programs and products, which

may limit our ability to enforce them.

We have not registered our copyrights in all of our materials, website information, designs

or other copyrightable works. The United States Copyright Act automatically protects all

of our copyrightable works, but without registration we cannot enforce those copyrights

against infringers or seek certain statutory remedies for any such infringement. Preventing

others from copying our products, written materials and other copyrightable works is

important to our overall success in the marketplace. In the event we decide to enforce

any of our copyrights against infringers, we will first be required to register the relevant

copyrights, and we cannot be sure that all of the material for which we seek copyright

registration would be registrable in whole or in part, or that once registered, we would be

successful in bringing a copyright claim against any such infringers.

We must monitor and protect our internet domain name to preserve its value. We may be

unable to prevent third parties from acquiring a domain name that is similar to, infringe

on or otherwise decrease the value of our trademarks.

We own the domain name “MotivatingtheMasses.com. Third parties may acquire

substantially similar domain names that decrease the value of our domain name and

trademarks and other proprietary rights which may hurt our business. Moreover, the

regulation of domain names in the United States and foreign countries is subject to

change. Governing bodies could appoint additional domain name registrars or modify

the requirements for holding domain names. Governing bodies could also establish

additional “top-level” domains, which are the portion of the web address that appears

to the right of the “dot,” such as “com,” “net,” “gov” or “org.” As a result, we may not

maintain exclusive rights to all potentially relevant domain names in the United States or

in other countries in which we conduct business, which could harm our business and

reputation.

Our future success depends on our ability to retain our key employees.

We are dependent on the services of Lisa Nichols, our founder, Chief Executive Officer,

and Susie Carder, our President, Chief Operating Officer, Chief Financial Officer, and a

member of our Board, and our other executive officers and members of our senior

management team. Other than non-compete provisions of limited duration included in

employment agreements that we may or will have with certain executives, we do not

generally seek non-compete agreements with key personnel, and they may leave and

subsequently compete against us. The loss of service of any of our senior management

team, particularly those who are not party to employment agreements with us, or our

failure to attract and retain other qualified and experienced personnel on acceptable

terms, could have a material adverse effect on our business.

We may be unable to attract and retain the skilled employees needed to sustain and

grow our business.

Our success to date has largely depended on, and will continue to depend on, the skills,

efforts and motivations of our executive team and employees, who generally have

significant experience with our Company and within the motivational speaking industry.

Our success also depends largely on our ability to attract and retain highly qualified IT

engineers and programmers, to train professionals for content writing and editing sales

and marketing managers and corporate management personnel. We may experience

difficulties in locating and hiring qualified personnel and in retaining such personnel once

hired, which may materially and adversely affect our business.

Although we do not currently transact a material amount of business in foreign countries,

we intend to expand into international markets- which will subject us to additional

economic, operational and political risks that could increase our costs and make it

difficult for us to continue to operate profitably.

We market our Motivating the Masses Programs and products primarily in the United

States and intend to expand into other international markets, including Canada and

Europe. The addition of international operations may require significant expenditure of

financial and management resources and result in increased administrative and

compliance costs. The international market has been demanding our services for the

past 4 years, with limited resources we haven’t been able to capitalize on the growth

opportunity. With the investment funds it will allow us to strategically penetrate those

markets. As a result of such expansion, we will be increasingly subject to the risks inherent

in conducting business internationally, including: (i) foreign currency fluctuations, which

could result in reduced revenue and increased operating expense; (ii) potentially longer

payment and sales cycles; (iii) increased difficulty in collecting accounts receivable; (iv)

the effect of applicable foreign tax structures, including tax rates that may be higher

than tax rates in the United States or taxes that may be duplicative of those imposed in

the United States; (vi) tariffs and trade barriers; (vii) general economic and political

conditions in each country; (ix) inadequate intellectual property protection in foreign

countries; (x) uncertainty regarding liability for information retrieved and replicated in

foreign countries; (xi) the difficulties and increased expense in complying with a variety of

domestic and foreign laws, regulations and trade standards, including the Foreign

Corrupt Practices Act; and (xi) unexpected changes in regulatory requirements.

We may need additional capital in the future, but there is no assurance that funds will be

available on acceptable terms, or at all.

We may need to raise additional funds in order to achieve growth or fund other business

initiatives. This financing may not be available in sufficient amounts or on terms

acceptable to us and may be dilutive to existing stockholders if raised through additional

equity offerings. Additionally, any securities issued to raise funds may have rights,

preferences or privileges senior to those of existing stockholders. If adequate funds are

not available or are not available on acceptable terms, our ability to expand, develop

or enhance services or products, or respond to competitive pressures may be materially

limited.

Any existing indebtedness could adversely affect our financial condition and we may not

be able to fulfill our debt obligations.

Any proposed indebtedness may contain various covenants that may limit our ability to,

among other things: (i) incur or guarantee additional indebtedness; (ii) pay dividends or

make other distributions to our stockholders; (iii) make restricted payments; (iv) engage in

transactions with affiliates; and (v) enter into proposed business transactions or

combinations. These restrictions could limit our ability to withstand general economic

downturns that could affect our business, obtain future financing, make acquisitions or

capital expenditures, conduct operations or otherwise capitalize on business

opportunities that may arise. Additionally, if we incur substantial debt for working capital

purposes, we may use a significant portion of our cash flow to pay interest on our

outstanding debt, limiting the amount available for working capital, capital expenditures

and other general corporate purposes.

We may be more vulnerable to adverse economic conditions than less leveraged

competitors and thus less able to withstand competitive pressures. If our cash flow is

inadequate to make interest and principal payments on our debt, we might have to

refinance our indebtedness or issue additional equity or other securities and may not be

successful in those efforts or may not obtain terms favorable to us. Additionally, our ability

to finance working capital needs and general corporate purposes for the public and

private markets, as well as the associated cost of funding, is dependent, in part, on our

credit ratings, which may be adversely affected if we experience declining service

revenue. Any of these events could reduce our ability to generate cash available for

investment or debt repayment or to make improvements or respond to events that

would enhance profitability.

We are considered an "emerging growth company" as defined under the Jumpstart Out

Business Startups Act ("JOBS"). As an emerging growth company, we have elected to

delay the adoption of new or revised accounting standards that have different effective

dates for public and private companies. As a result of this election, our financial

statements may not be comparable to companies that comply with public company

effective dates.

An emerging growth company is a company with annual gross revenues of less than

$1,000,000,000 during its most recently completed fiscal year. We will retain our emerging

growth status and reduced regulatory and reporting requirements associated with it until

the earliest of:

the last day of the first fiscal year during which we have annual gross revenues of

$1,000,000,000 or more;

the last day of the first fiscal year following the fifth anniversary of our initial

public offering ("IPO");

the date on which we have, during the previous three year period, issued more

than $1,000,000,000 in non-convertible debt; or

the date on which we are deemed to be a large accelerated filer.

As an emerging growth company, we are exempt from certain regulatory and reporting

requirements under the Securities Exchange Act of 1934, as amended (the "Exchange

Act"). The JOBS Act facilitates the IPO process for emerging growth companies by

exempting them from:

Section 14A(a) and (b) of the Exchange Act implemented by Section 951 of the

Dodd-Frank Act, which requires companies to hold shareholder advisory votes on

executive compensation and golden parachute compensation;

Section 14(i) of the Exchange Act, which will require companies to disclose the

relationship between executive compensation actually paid and the financial

performance of the company;

Section 953(b)(1) of the Dodd-Frank Act, which will require companies to disclose

the ratio between the annual total compensation of the chief executive officer

and the median on the annual total compensation of all employees of the

respective company;

The requirement to provide certain other executive compensation disclosure

under Item 402 of Regulation S-K, of which an emerging growth company will be

required to comply only with the more limited provisions of Item 402 applicable

to smaller reporting companies.

An emerging growth company will not be required to provide an auditor's

attestation report on internal financial reporting controls under Section 404(b) of

the Sarbanes-Oxley Act of 2002;

An emerging growth company will not have to comply with any new or revised

financial accounting standards not applicable to private companies; and

An emerging growth company will not have to comply with any rules that the

Public Company Accounting Oversight Board might adopt requiring audit firm

rotation or auditor discussion and analysis of the issuer's financial statements.

Risks Related To This Private Placement Offering

There is no market for our shares of common stock and we may never develop a market,

which would render investors’ investment illiquid.

SEC Rule 15c2-11 was designed to allow non-reporting company's securities to be

quoted on The Financial Industry Regulatory Authority ("FINRA") Over-the-Counter Bulletin

Board or other market by filing disclosures. Rule 15c2-11 requires market makers to review

basic issuer information prior to publishing quotations for the issuer's securities. Market

makers must have a reasonable basis for believing that the information is accurate and

from reliance sources.

If a security has eligible status, it means one or more market makers has received

clearance to quote the issue on the OTC Bulletin Board within the last 30 days. During the

"eligible" period, a frequency-of-quotation test is administered. The frequency-of-

quotation test is based on whether a broker/dealer has itself published quotations in the

security in the applicable interdealer quotation system on at least 12 business days

during the preceding 30 calendar days with not more than four consecutive business

days without quotations. Once this criteria has been satisfied, authorized participants

may register online in a security. As long as the security remains in an "active" state, any

participant may quote the security without a Form 211 submission.

We have engaged a market maker to file our 15c2-11. However, as of the date of this

Private Placement Memorandum, our common shares are not listed on any stock market

or exchange, making the selling and trading of our shares exceedingly difficult. Without a

secondary market, one is not easily able to sell or trade our shares after purchasing them,

and therefore may be stuck with their shares, rendering them illiquid. A market maker has

verbally agreed (but is not bound by such agreement) to submit a Form 211 application

for a priced quotation on a market on our behalf, but there is no guarantee that our

application will be approved. And even if we are accepted, quotation on a market

doesn't assure that a meaningful market will be created and sustained. It is common, in

fact, for newly listed companies to have a non-existent trading volume on any given

day.

Our management has broad discretion over the use of proceeds from this Offering, and

the failure of management to apply these funds effectively could seriously harm our

business.

Our management will have broad discretion as to how we spend the proceeds from this

Private Placement Offering, and stockholders may not agree with how we use the

proceeds. You will not have the opportunity to evaluate the economic, financial or other

information on which we base our decisions on how to use the proceeds. We may not

be successful in using the proceeds from this Private Placement Offering in ways that will

yield favorable operating results.

The offering price of the shares of Common Stock has been arbitrarily determined by the

Company and such offering should not be used by an investor as an indicator of the fair

market value of the shares.

Currently there is no public market for the Company’s common stock. The offering price

for the Shares has been arbitrarily determined by the Company and does not necessarily

bear any direct relationship to the assets, operations, book or other established criteria of

value of the Company. Thus an investor should be aware that the offering price does not

reflect the fair market price of the Shares.

Any future market price for our shares may be volatile.

In the event we obtain a listing on an exchange , the market price for our shares is likely

to be highly volatile and subject to wide fluctuations in response to various factors,

including the following: (i) actual or anticipated fluctuations in our quarterly operating

results and revisions to our expected results; (ii) changes in financial estimates by

securities research analysts; (iii) conditions in the market for our financial literacy

products; (iv) changes in the economic performance or market valuations of companies

specializing in the financial literacy education industries; (v) announcements by us or our

competitors of new services, strategic relationships, joint ventures or capital

commitments; (vi) addition or departure of key personnel; (vii) fluctuations of exchange

rates between foreign currency and the U.S. dollar; (viii) litigation related to any

intellectual property; and (ix) sales or perceived potential sales of our shares.

In addition, the securities market has from time to time, and to an even greater degree

since the last quarter of 2007, experienced significant price and volume fluctuations that

are not related to the operating performance of particular companies. These market

fluctuations may also have a material adverse effect on the market price of our ordinary

shares. Furthermore, in the past, following periods of volatility in the market price of a

public company’s securities, shareholders have frequently instituted securities class

action litigation against that company. Litigation of this kind could result in substantial

costs and a diversion of our management’s attention and resources.

Our common stock will be classified as a “penny stock” under SEC rules which will limits

the market for our common stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with

transactions in "penny stocks." Penny stocks generally are equity securities with a price of

less than $5.00 (other than securities registered on certain national securities exchanges

or quoted on the NASDAQ system, provided that current price and volume information

with respect to transactions in such securities is provided by the exchange or system).

Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not

otherwise exempt from those rules, to deliver a standardized risk disclosure document

prepared by the SEC, which specifies information about penny stocks and the nature

and significance of risks of the penny stock market. A broker-dealer must also provide the

customer with bid and offer quotations for the penny stock, the compensation of the

broker-dealer, and sales person in the transaction, and monthly account statements

indicating the market value of each penny stock held in the customer's account. In

addition, the penny stock rules require that, prior to a transaction in a penny stock not

otherwise exempt from those rules, the broker-dealer must make a special written

determination that the penny stock is a suitable investment for the purchaser and

receive the purchaser's written agreement to the transaction. These disclosure

requirements may have the effect of reducing the trading activity in the secondary

market for stock that becomes subject to those penny stock rules. If a trading market for

our common stock develops, our common stock will probably become subject to the

penny stock

Purchasers in this offering will have limited control over decision making because Lisa

Nichols and Susie Carder, our Chief Executive Officer and President/Chief Operating

Officer, respectively, control a majority of our issued and outstanding common stock.

Presently, Lisa Nichols, our Chief Executive Officer and a director, and Susie Carder, our

President/Chief Operating Officer and a director, together beneficially owns

approximately 67.99% of the total issued and outstanding shares of common stock. In the

event that all 2,000,000 shares offered by Lisa Nichols were sold, the combined ownership

of Lisa Nichols and Susie Carder would be approximately 54.00%. Because of such

ownership, investors in this offering will have limited control over matters requiring

approval by our shareholders, including the election of directors. Such control may also

make it difficult for our shareholders to receive a premium for their shares of common

stock in the event the Company enters into transactions which require stockholder

approval.

In addition, certain provisions of Nevada law could have the effect of making it more

difficult or more expensive for a third party to acquire, or of discouraging a third party

from attempting to acquire, control. For example, Nevada law provides that not less

than two-thirds vote of the stockholders is required to remove a director for cause, which

could make it more difficult for a third party to gain control of our Board of Directors. This

concentration of ownership limits the power to exercise control by the minority

shareholders. See "__________________

Our Chief Executive Officer and President/Chief Operating Officer, respectively, have

little or no experience managing a public reporting company and may not be fully

aware of all the requirements under the Securities Exchange Act of 1934, as amended,

including those regarding internal controls. Neither executive officer has previously

managed a public reporting company and, therefore, will need to rely on the expertise

of others, including the Company's outside accountant, auditors and legal counsel,

regarding preparation of reports under the Securities Exchange Act, preparation of

financial statements according to U.S. GAAP, establishment of internal controls and

procedures, and overall compliance with the Sarbanes-Oxley Act.

Nevada law and our Articles of Incorporation may protect our directors from certain

types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our

stockholders for monetary damages for all but certain types of conduct as officers and

directors. Our Bylaws permit us broad indemnification powers to all persons against all

damages incurred in connection with our business to the fullest extent provided or

allowed by law. The exculpation provisions may have the effect of preventing

stockholders from recovering damages against our officers and directors caused by their

negligence, poor judgment or other circumstances. The indemnification provisions may

require us to use our limited assets to defend our officers and directors against claims,

including claims arising out of their negligence, poor judgment, or other circumstances.

Sales of our common stock relying upon Rule 144 may depress prices in the market for

our common stock by a material amount.

As of the date of this Private Placement Memorandum, all of our common stock held by

non-affiliates that was issued approximately one year prior and was either issued in a

registered offer for sale or exchange or has been issued and outstanding beyond

applicable holding periods imposed by Rule 144 under the Securities Act of 1933, as

amended. Thus, certain of the common stock issued over one year ago and held by

non-affiliates may be freely tradeable. There is a significant risk that sales under Rule 144

or under any other exemption from the Securities Act, if available, or pursuant to

registration of shares of Common Stock of present stockholders, may have a depressive

effect upon the price of our common stock in the over-the-counter market, especially in

situations where a large volume of shares is offered for sale at the same time.

Securities saleable pursuant to the Rule 144 exemption from registration may only be

resold, however, if all of the requirements of Rule 144 have been met, including, but not

limited to, the requirement that the issuer of the securities have made available all

required public information. However, there is no limit on the amount of restricted

securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an

officer, director or control person for at least 90 consecutive days) after the restricted

securities have been held by the owner for a period of at least six months and the other

requirements of Rule 144 have been satisfied. Presently shares of restricted Common

Stock held by non-affiliates of the Company may be sold, subject to compliance with

Rule 144, six months after issuance, provided that our Exchange Act registration remains

in effect and we are current in our disclosure reporting obligations.

USE OF PROCEEDS

Price to Public (1) Commissions (2) Proceeds (3)

Per Share $1,500,000 0 $1,500,000

Selling all of the shares of Common Stock in this private placement offering will result in

net proceeds of $1,996,500 after estimated legal and accounting . The funds will be

made immediately available to the Company and used at management’s discretion to

build the business. Subscription agreements and monies paid are irrevocable and funds

will only be returned upon rejection of the subscription by the Company. We generally

expect to disburse the proceeds from this offering in the priority set forth below:

$500,000 in marketing;

$150,000 back office technology to include servers, phone system, computers

and content delivery development;

$150,000 back office salaries;

$150,000 coaching salaries;

$200,000 content creation with third party vendors;

$250,000 legal and professional fees;

$400,000 general working capital to include leasing additional office space and

all associated costs with growth; and

$200,000 advertising

(1) The Price to investors of the Common Stock has been arbitrarily determined by

management and is not based on earnings or any other recognized criterion of

value, nor is it a representation that each share of Common Stock has a market

value of or can be sold at that price.

(2) The Company intends to offer the Common Stock to the public through its officers

and directors. No commissions or any other form of remuneration will be paid on

sales made directly to the public by the managers of the Company.

(3) Reflects amount before payment of the Organizational and Offering Expenses.

The Company has allocated $3,000.00 for payment of the Organizational and

Offering Expenses. There can be no assurance that Organizational and Offering

Expenses will not exceed that amount. The Organizational and Offering Expenses

are being estimated herein and represent those expenses incurred or anticipated

to be incurred in connection with the Offering, including legal fees, accounting

fees, printing costs and offering, marketing, distributing and issuing the Common

Stock. Management will receive no fees or other compensation in connection

with the Offering, except for reimbursement of Organizational and Offering

Expenses.

BUSINESS OF THE COMPANY

Description of Business

We will provide top-quality professional development and coaching services through our

Motivating the Masses Programs. Our Chief Executive Officer believes that most small

businesses and entrepreneurs suffer two major challenges. She believes they lack training

or development resources and the depth of knowledge needed to focus on their

businesses from a true "ownership" perspective. Both lead to lowered expectations, lack

of business and personal growth and frequent owner burnout. We believe that we can

improve upon and exploit these weaknesses to gain local market share.

We will provide our professional development services in the most effective manner and

with an ongoing comprehensive quality-control program to provide 100% client

satisfaction. We view each contract as an agreement not between a business and its

clients, but between partners who wish to create a close and mutually-beneficial long-

term relationship. We believe this will help to provide greater long-term profits through

referrals and repeat business.

We believe that the initiation of the following key procedures will enable us to reach our

goals:

• The creation of a unique, upscale, innovative environment that will differentiate

our Motivating The Masses Programs from other coaching or professional

development businesses.

• Educating the business community on what business and strategic coaching

has to offer.

• The formation of a learning environment that will bring people with diverse

interests and backgrounds together in a common forum to overcome

challenges both professionally and personally.

• Assorted programs and pricing structures that offer affordable access to the

resources of business coaching and other consulting services.

• Train and develop key individuals to leverage our trainings, coaching programs

and platforms

• Hire the executive team

We plan to use our existing contacts and customer base to generate both short and

long-term coaching contracts. Our long-term profitability will rely on professional

contracts obtained through strategic alliances, a comprehensive marketing program

and a successful referral program. Our Chief Executive Officer has fifteen years of

industry experience. We intend to partner with the national marketing organizations to

provide services.

We are focused on professional development, strategic workshops, one-on-one

coaching and special project relationships offered through our Motivating the Masses

Programs. Our expansion will provide a separate and comprehensive coaching,

mastermind session, and online membership services.

Coaches

The coaches at Motivating the Masses, if not a salaried employee, are hired on as

contractors for 1 year contracts. The coaches coach clients for the duration of their

programs. Each program varies in length depending on the need of the client. Products

and programs vary from online programs that have their speed and duration dictated by

the client, to one-day VIP days, 6 session coaching and then there is a one year program

called the Global Leadership Program.

The clients typically elect a payment program that usually is the length of their program

which means that their payments usually coincide with the progress of their programs.

Clients wishing to cancel usually downgrade to a lesser costing program as most reasons

to cancel are financial. In the event the client wishes to cancel and they have paid

ahead of the value received, no refunds are given and the credit will remain on the

books to use within 12 months. Clients usually elect to close out their credits with

coaching sessions.

As of June 1, 2013, our coaches were hired on as full time employees in lieu of being a

hired contractor. Clients have, on the rare occasion, changed coaches if the coaching

did not align with the client’s particular needs. In the case of a coach resigning, they

typically close out coaching with their clients prior to ending their coaching contracts.

Our core team of coaches consists of Allyson Byrd, Nicole Robers Jones and Tia Ross.

Ms Byrd from 2010 to 2012 was CEO and President of Purpose Within, a

motivational support company. Prior to that she worked as a Corporate Field

Trainer for Blackberry focusing on motivating retail management teams. From

2006 to 2009 she worked as a senior training team leader for Hoover developing

employee training programs.

Nicole Roberts Jones has a Masters in social work from USC and for the past 10

years was the founder and chairwoman for IMANI Corporation an organization

designed to help minorities maximize their work potential.

Tia Ross received her Bachelors of Science Degree from San Diego State

University. She previously worked as program coordinator for CAT/Wings, a San

Diego probation department

We will offer small business owners, managers, and entrepreneurs a reliable, high-quality

resource for business coaching and professional and management development on

both a local and national scale. Our mission is to help clients develop the strategy,

motivation, and accountability required to succeed in their business and personal lives.

We must be able to maintain a financial balance by charging a high value for our

services and delivering an even higher value to our clients while offering affordable

programs and pricing structures.

Products and Services

The Company’s main source of revenue is generated through its strategic coaching and

professional development services. They market these services to small business owners,

entrepreneurs, and self-employed professionals. The core services that are offered from

day one will be:

Two Year Strategic mindset Program: these quarterly workshops include

strategic planning, peer advisory counseling, marketing/sales planning,

accountability processes, business planning and work/life balance

implementation.

One-on-One Coaching includes ongoing reinforcement to support strategic

coaching programs, as well as professional development coaching,

leadership, and career management.

On Demand Coaching (for time restricted clients) includes but is not limited to,

affordable "on-demand," access to private and strategic business or

professional coaching via phone/email.

Special Projects includes strategic business planning and implementation,

marketing plans and implementation, leadership development, people

management and systematizing businesses.

We will also offer keynote speaking events as follows:

Industry Events where we are paid to teach, receives wide exposure to the

industry, and can sell our Motivating the Masses Programs and products and

tools. We will deliver 27 of these type events annually (24.1%).

Industry Events where we are NOT paid to teach, receives wide exposure to

the industry, and can sell our Motivating the Masses Programs and products

and tools. We will deliver 58 of these type events annually (51.8%).

Private Events where we are paid to teach but there is little to no exposure or

opportunity to sell our Motivating the Masses Programs and products and

tools. We will deliver 27 of these type events annually (24.1%).

We will provide training and development through live seminars. These training and

development seminars are one to eight hours held over one to five days depending on

the needs of the client. They are as follows:

Speak & Write to Make Millions- 2 days live training

We will focus on teaching how to speak powerfully, move and inspire an audience to

action. Touch and connect to the hearts of those you are speaking to and overcome

the fear of speaking in public. We will also present the 10 steps to writing a best seller,

how to make more money than one can imagine doing what one loves to do and how

to triple one's speaking and writing income instantly.

No Matter What Training - 2 days live training

We will focus on teaching how to push past one's personal limitations to create a life one

loves, shift from the limiting beliefs that have limited people in the past, create tangible

shift in one's mindset behavior and actions and gain and maintain a peace of mind

Wisdom & Wealth - 12 week tele-course in six modules

We will uncover the secrets of building wealth and wisdom, learn to leverage one's most

value asset - you, identify what is holding one back from one's financial greatness, create

the money system and the financial strategy to live one's dreams.

Love & Money - 3 days live training

We will focus on whether you are ready to increase your wealth and be more in love?

We will focus on whether one is having trouble breaking through to the next level of

financial success and whether money has gotten in the way one's love life? The training

also emphasizes whether one is looking to find their dream partner or re-ignite their

passion for their partner.

Global Leadership Program - 12 months with group coaching.

This program will accelerate one's effectiveness in front of the room and more

importantly in the back of the room. The global leadership program is offered to only a

few who are interested in mastering the art of presenting in front of a room. We will focus

on: (i) 6 critical steps for increasing the impact of current content; (ii) ways to have any

audience member feel like they are the only ones in the room; (iii) learning the secrets of

having participants take action in their goals; (iv) uncover how the masters have people

run to the back of the room to purchase more; (v) build trust and rapport in 60 seconds;

(vi) be one's authentic self in front of any audience size; and (vii) learn to structure fees

and multiply income streams

We will also be offering Motivating the Masses Program books and CDs: (i) "No Matter

What" home course study guide and book, which is a new personal coaching course.;

(ii) "You Deserve It" CD, which focuses on owning one's past, releasing it and freeing their

power to create life anew, replace fear with self-confidence and strength and how to

respond to challenges and opportunities with mindful awareness; (iii) "Ladies Can We Talk

CD, which focuses on creating healthier and more fulfilling relationships, enhancing

money mindset, self image, health and champion -- finding one's passion and setting

one's champion free. and (iv) "Proven Life Secrets" CD, which focuses on the secrets to

personal, spiritual and financial prosperity.

Contracts are not cancelable except as noted and initialed on the sales form under the

3-day rescission clause. If a client does happen to cancel, any monies paid into their

account in excess of the products and services already received, will remain as a credit

on their account to use toward other products or services. Payment plan payments are

received prior to or in conjunction with services/coaching. This avoids any bad debt

issues as well as solidifies the client into their individual programs. No refunds are given.

Market Analysis

We intend to focus on small business owners, managers and entrepreneurs who are

concerned that their businesses have not grown at the rate they want or need them to.

Many of whom are frustrated that they are spending too much time in their businesses

and may be burning out and worried that their business will not survive without them.

These companies will have revenues of $10 million or less. Our marketing strategy is simple

and cost-effective: we get exposure through their live business seminars, which are

delivered all over North America. In 2010, these companies delivered 124 seminars which

had an estimated audience of 35,000 professionals.

Our primary keys to success are: (i) market exposure - building reputation and mind

share; (ii) market penetration - both breadth and depth; (iii) client acquisition; (iv) client

retention; and (v) achieving or surpassing projections through strong performance and

fiscal management. The reason we believe this strategy is effective is because

participants who attend these workshops have in essence pre-qualified themselves as

someone who is interested in learning about business and is willing to invest time and

money to do so. This allows us to get right to the point and to aggressively sell our

Motivating the Masses Programs, tools and support to participants. At a typical seminar,

19% of the participants will spend at least $347 for some sort of after training education or

support.

Advertising

We have historically done very little print advertising in industry magazines but have

instead spent the money to market directly to our own database of nearly 47,000

professionals. This is a database of past and current clients, as well as any participant

who has attended a Motivating the Masses seminar and filled out an evaluation. Our

database is used to send a quarterly newsletter which features new products and

services, success stories, and information on upcoming events. We send out a monthly

press release to industry press contacts and submit business articles to industry magazines

when requested. We believe that has resulted in considerable and consistent exposure

over the years with minimal cost.

We have hired a market leader in lead generation and lead conversion which allows us

to capitalize on our untapped market. Our primary goal is to build and leverage our

database and client base. We want to increase those numbers and focus more on

leveraging those relationships with hiring inside sales support and outside sales support.

We are hiring a nationally recognized Public Relations firm to give us exposure and

awareness in the market. Our current model has relied on word of mouth and events. We

have never invested in a public relations firm. With the expansion of our training team it

will allow us to serve more clients and more markets, thus increasing sales and services.

Market Segmentation

We will focus on two markets within the United States, the small business segment

(businesses with more than one employee/owner), and the entrepreneur segment,

which includes home-based and one-person business operations. Although we can

handle larger organizations, the greatest benefit will come to businesses with under $10

million in annual sales. The majority of these companies are comprised of "technicians"

who are gifted in the work of their business, but typically do not have the resources to

have in-house staff dedicated to strategic planning, professional development and/or

coaching. Our goal is to eventually obtain approximately two-thirds of all our business

from the small business segment, since this generates the greatest cash flow.

Furthermore, this segment has the lowest percentage of variable costs. The small business

segment is considered to be the company's cash cow.

The small business and entrepreneur markets are ideal targets for several reasons. As a

small or entrepreneurial business, resources are often limited to core business functions

such as production, administration, finance and distribution. Professional development,

training, coaching and planning frequently goes unnoticed or even forgotten. As

economic pressures increase and competition becomes more intense, these companies

are always looking for effective ways to make themselves more prosperous. Furthermore,

as a small or entrepreneurial business, the owner is typically an accountable technician

which means he or she has everything on the line with regard to their business

succeeding or not, and that their area of expertise is in the business they are "in."

Frequently, a technician will be attracted to the "work" of the business and neglect the

fundamental health of the business, which includes nurturing both themselves and the

customer base.

We believe that the United States spends more per capita on education than any other

country. According to the American Society for Training and Development, as much as

$210 billion is spent annually on employee training in the U.S. There are five basic groups

that need training as follows:

1. Large Businesses – These are firms with 100 or more employees. This group spends

more than $28 billion in training, with the largest portion going to training

managers and career personnel

2. Small Businesses – These are firms with fewer than 100 employees. There are more

than 79 million small businesses in the U.S. This group spends more than $20 billion

on training each year.

3. Professional Service Firms – This group includes doctors, lawyers, accountants,

engineers, consultants, etc. Continuing education requirements move this group

to spend training dollars disproportionate to their size, more than $11 billion per

year.

4. Individuals – Those who buy training with their own money and on their own time.

This group spends more than $2.5 billion on training and they tend to be highly

motivated.

5. Government – Those employed in federal, state, and local governments, the

military, post office personnel, school teachers and administrators. This group

spends more than $23 billion in training funds annually.

Marketing Strategy

We plan to reach our target companies by four methods which have been proven to be

effective. They are as follows:

Lead Generation Program or Affiliate Marketing: We will do a direct mailing with key

affiliate partners.

Sample Previews: These are invitation-only workshops that we will host for referral

sources (i.e., accountants, attorneys, financial planners, insurance professionals) as

well as owners of businesses in a target market. The previews will be the actual first

year program offered to paying clients. The intent is to provide value and proof of

the strategic workshop process so that clients will be comfortable making

referrals. We will be responsible for the generation of the lists to which these invitations

will be sent.

Free Talks/Networking: This is an excellent opportunity for new coaches and new

trainers to get exposure. These talks are given to Chambers of Commerce, trade

councils, professional organizations, etc. It has been industry experience that it is

most beneficial to have at least two of these talks per month and attend two

networking events per month.

Referrals: Referrals make up a large part of our business. They create an effective drip

campaign and concentrated effort will leverage this opportunity.

Other Income Generators: Special Project Assistance. This includes writing private

programs for specific businesses, designing custom programs, and retainer based

coaching on an ongoing basis.

Competition

The key element in purchase decisions made at Motivating The Masses client level is trust

in the professional reputation and reliability of the professional development firm. The

professional development industry is pulverized and disorganized, with thousands of

smaller consulting organizations and individual consultants for every one of the few

dozen well-known companies. Competitors range from major international name-brand

consultants to tens of thousands of individuals. One of our challenges will be establishing

itself as a complete professional development company, creating "other" experts the

client trust outside of Lisa Nichols while creating trust and confidence at the same level

on a consistent basis. When dealing with the small or entrepreneurial business market,

cost or price will be one of the greatest obstacles Motivating The Masses Programs will

face. It will be up to us to assist our clients in the discovery of how much it may cost them

NOT to pursue professional development and establish Motivating The Masses Programs

as the most effective solution to their challenges. With time, reputation and referrals will

allow for a steady stream of new clients as well as regular price increases. This is not a

business to build brand as much as it is to build reliability.

However, we believe the most unique benefit that Motivating The Masses Programs offer

to clients is the ability to experience ongoing, reinforcement development, versus a

typical "one-time" seminar format. Motivating The Motivating the Masses Programs

provide development and support for a year or more. Since each strategic workshop

client will be immediately qualified for one-on-one coaching, we will manage and

monitor the specific progress of each client to ensure appropriate development

Patents, Trademarks, Franchises, Concessions, Royalty Agreements, or Labor Contracts

The Company has secured trademarks with the following names;

Yes! Yes!

Motivating the Teen Spirit

No Matter What

Lisa Nichols

Employees

Currently, the Company has nine employees, Lisa Nichols, CEO; Alex Henderson, Director

of Finance; Margaret Packer, Executive Manager; Lauren Griswold, Administrative

Assistant; Jennifer Kem, Marketing Director. We have recently hired four consultants as

Company employees in the first half of 2013. These consultants who became employees

are Susie Carder, President/COO; Allyson Byrd, Trainer/Business Coach; Nicole Roberts-

Jones, Trainer/Business Coach; and Tia Ross, Business Coach/Master Facilitator of

Motivating the Teen Spirit.

There are formal employment agreements between the Company and its two officers

Lisa Nichols and Susie Carder.

The Company’s CEO Lisa Nichols is contracted to receive an annual salary of $160,000

plus bonuses if revenue targets are met for the fiscal year 2012. Lisa received a salary of

$135,000 in 2011.

In November of 2011, the Company signed a one year consulting contract with Susie

Carder for sales and operational services. The consultant will receive an annual salary of

$72,000 with potential bonuses if monthly revenue targets of $50,440 are met in the fiscal

year 2012. The Company renewed their contract with Susie Carder in November 2012 for

another year with the same terms. In 2013, the consulting contract with Susie Carder was

terminated upon her becoming an employee.

Description of Property

The Company currently occupies office space at 2121 Palomar Airport Road, Carlsbad,

California. The Company signed an eleven month sublease agreement starting

September 1, 2011 to July 31, 2012 for $3,159 per month. In July of 2012, the Company

signed a new three year lease for the same office space starting August 1, 2012 for

$3,127 a month for the first year, $5,686 a month for the second year, and $5,844 a month

for the third year.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS.

The following analysis of our consolidated financial condition and results of operations for

the years ended December 31, 2012 and 2011 should be read in conjunction with the

Consolidated Financial Statements and other information presented elsewhere in this

Private Placement Memorandum.

Overview

The Company is currently working on a backend system that will utilize previously created

evergreen material that will be sold online in the form of instructional videos and

webinars that will incrementally increase revenues without increasing costs. The costs are

being incurred now through the creation of the technology but the revenues will be

realized in the years to come with very minimal costs in the form of website hosting and

video hosting.

With more product mixes that increase revenues while minimally increasing expenses, the

company plans to utilize creative material it has already produced to capture this

revenue. These revenues are projected to start at $100,000 per year and increase to

$500,000 by the end of year 3. The Company started implementing this in early 2012.

The Company has also employed new coaches that will broaden the capacity and

depth for coaching clients. With a broader, deeper product mix, the company will be

able to attain and maintain profitability by the summer of 2014.

Results of Operation

Six Month Period Ended June 30, 2013 Compared to Six Month Period Ended June

30, 2012

Revenues. Revenues for the three months ended June 30, 2013 were $470,461 compared

to $655,922 for the three months ended June 30, 2012 which was a decrease of $185,461.

The decrease in revenues was the result of two factors. The first was that a few major

events were canceled or postponed which resulted in less revenues being recognized in

the period. The other factor was that we scaled back a few events that Lisa was to

attend to allow her to help build content for the ecommerce sales material.

Revenues for the six months ended June 30, 2013 were $655,473 compared to $806,650

for the six months ended June 30, 2012 which is a decrease of $151,177. The decrease in

revenues was mainly due to the factors described in the previous paragraph.

The Company generates a significant amount of their revenue from holding event

seminars and/or multi-day conferences which are usually held during the last six months

of each calendar year. Due to the seasonal timing when these event seminars and/or

multi day conferences are held, the Company will recognize a significant amount of their

revenue in the later part of each year. As a result of these seminars and/or multi day

conferences, the Company is able to generate multi-month (anywhere from two to

twelve months in term) consulting contracts. Therefore, the revenues reported for the first

two quarters ended June 30, when annualized, will be substantially lower than the

revenues reported for the full fiscal year.

The Company generated $1,786,885 in revenues for the year ended December 31, 2012

as compared to $1,248,869 in revenues for the year ended December 31, 2011. The

increase in revenues was the result of a couple factors. The first is that two new coaches

were hired, Melissa Evans in January of 2012 and Nicole Roberts Jones in August 7012.

This resulted in an increase in coaching revenues in 2012 and contributed to an increase

in overall revenues. Another contributing factor to increased revenues in 2012 was the

introduction of new products and services. The new products that were introduced in

2012 were 9 Environments for Success, No Matter What-28 Days to Results, Powerhouse

Speakers, Contracts & Proposals, and a DVD set called Powerful Parenting.

Cost of Revenues. The gross margin for the three months ended June 30, 2013 was 41% of

sales compared to 67% for the three months ended June 30, 2012. The sharp decrease in

gross margin was due to a few factors. The most significant factor was that a few major

events were canceled or postponed which resulted in less revenues being recognized in

the period. Another factor was increased website production costs for a new web series

that was recently launched. Also, the Company is currently revising its compensation

plan to consulting coaches whereby they will become employees and receive less

coaching commissions which will increase gross margins in the future. The Company

anticipates that implementing this strategy in 2013 will better control costs and be more

profitable to the Company. The Company believes that restructuring coaching costs and

continuing to invest in website production will lead to increased revenues and lower

costs of services in the future.

The gross margin for the six months ended June 30, 2013 was 40% of sales compared to

69% of sales for the six months ended June 30, 2012. The sharp decrease was due to a

few factors which are described in the previous paragraph. The gross margin for the year

ended December 31, 2012 was 63% of sales compared to 68% in 2011. The decrease was

due to higher costs for travel, seminars, and coaching fees. The increase in the cost of

services as a percentage of revenues for the year ended December 31, 2012 was 37% as

compared to 32% in 2011. The Company anticipates the costs of travel to steadily

increase which will be unfavorable to the gross margin. The Company plans to mitigate

this uncertainly by increasing their revenues through their website sales and over the

phone coaching services. In 2012, the Company had increased coaching fees as they

started to execute their strategy of building their coaching services by contracting with

additional coaches. The Company anticipates this strategy will create new coaching

revenue sources in the near future.

Total operating loss for the six months ended June 30, 2013 was $335,127 as compared to

the operating income for the six months ended June 30, 2012 of $67,753 which was an

increase in loss of $267,364.

Bad debt expense was $15,057 for the six months ended June 30, 2013 as compared to

$54,873 for the six months ended June 30, 2012, resulting in a decrease of $39,816. The

decrease was based on management’s estimate of the uncollectible accounts

receivable balance.

Consulting expense was $172,711 for the six months ended June 30, 2013 as compared to

$250,509 for the six months ended June 30, 2012, resulting in a decrease of $77,798. The

decrease was from the Company hiring four of its consultants as employees.

Professional fees were $4,389 for the six months ended June 30, 2013 as compared to

$4,712 for the six months ended June 30, 2012, resulting in a decrease of $323. The

decrease is immaterial as the legal and outside accounting fees have stayed constant.

Wages and other compensation expense was $265,114 for the six months ended June

30, 2013 as compared to $140,757 for the six months ended June 30, 2012, resulting in an

increase of $124,357. The increase was from the Company hiring four employees who

were previously consultants.

Liquidity and Capital Resources

For the six months ended June 30, 2013

Our cash balance is $345,947 as of June 30, 2013 as compared to $595,128 as of

December 31, 2012. We expect that we will have adequate funds available to pay for

our minimum level of operations for the next twelve months.

As of June 30, 2013, total current assets were $980,702 compared to $1,176,100 at

December 31 2012. The decrease of $195,398 in current assets is mainly a result of the

cash balances.

As of June 30, 2013, total current liabilities were $516,707, which consisted of $54,227 of

accounts payable and accrued expenses, $2,904 of line of credit and $459,575 of

deferred revenues. As of December 31, 2012, total current liabilities were $462,732, which

consisted of $51,006 of accounts payable and accrued expenses, $406,677 of deferred

revenues, $1,508 of line of credit, and $3,541 of notes payable. The decrease in our

current liabilities is mainly due to the recognition of deferred revenues.

During the six months ended June 30, 2013, net cash used by operating activities was

$325,509. For the six months ended June 30, 2012, net cash used by operating activities

was $149,331.

Net cash provided from financing activities for the six months ended June 30, 2013, were

$75,129 consisting of $84,000 in net proceeds from the private sale of common shares

and $8,871 in payments on notes. Net cash provided from financing activities for the six

months ended June 30, 2012, were $440,947 consisting of $442,500 in net proceeds from

the private sale of common shares and $1,553 in payments on notes.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely

to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures or

capital resources that is material to investors.

MANAGEMENT

Directors and Executive Officers

The following table includes the names and positions held of our executive officers and

directors as of the date of this Private Placement Memorandum:

NAME AGE POSITION

Lisa Nichols 46 Chief Executive Officer and Director

Susie Carder 48

President, Chief Operating Officer and

Director

Lisa Nichols CEO/ Chief Creative Officer. Ms. Nichols is a best-selling author, a popular public

speaker, a powerful coach, and a charismatic teacher! Her participation in the self-

development phenomenon, The Secret, catapulted her popularity across the globe. Lisa

has appeared on the “Oprah Winfrey Show,” “Extra,” “Larry King Live” and on NBC’s

Emmy Award-winning show, “Starting Over.” In addition, Ms. Nichols is the founder of

Motivating the Masses and CEO of Motivating the Teen Spirit, LLC. Her new book, No

Matter What! Hit 6 bestsellers list, including the New York Times list, in the first 37 days of

being released and has already been sold in 20 foreign languages. Lisa has been coined

“The Break through Specialist” by her peers in the industry.)

Ms. Nichols has been honored with many awards in recognition for her empowering

work, including the Humanitarian Award from South Africa, the Ambassador of Good Will

Award, Emotional Literacy award, The Legoland Foundation’s Heart of Learning Award.

The Mayor of Henderson, Nevada has proclaimed November 20th as Motivating the

Teen Spirit Day. And recently the Mayor of Houston, Texas proclaimed May 9th as Lisa

Nichols day for her dedication to service, philanthropy and healing.

Ms. Nichols is a dynamic speaker with an extraordinary story and a tremendous ability to

touch people’s hearts and souls. She is a master at accomplishing unfathomable goals

and teaching others to do the same. Lisa Nichols has transformed her life from struggling

single mom to a motivational millionaire entrepreneur, and she has dedicated her life to

teaching others how to do the same.

Susie Carder President/COO. Susie Carder is an expert in providing companies with

training, organizational development, management leadership development, and

growth solutions. As CEO of Salon Training International from 1995 to 2010 she gained

expertise in operations management, finance, sales accountabilities systems, and

marketing. She developed and implemented strategic business plans at Salon Training

International which led the company to increase its revenues and investment

opportunities. Furthermore, she has excelled in creating both the structure and team

necessary to guide the company through the turbulence and uncertainty of this

dramatic growth. Susie Carder has been instrumental in the development of MTM

systems, procedures, company culture, revenue steams, and service delivery for the past

10 years as a consultant and/or as an Executive Coach to the founder Lisa Nichols. In

the eyes of the organization no one was better positioned, educated and invested to

occupy a Director’s position.

Involvement in Certain Legal Proceedings

None of our officer nor directors, promoters or control persons have been involved in the

past ten years in any of the following:

(1) Any bankruptcy petition filed by or against any business of which such person

was a general partner or executive officer either at the time of the bankruptcy

or within two years prior to that time;

(2) Any conviction in a criminal proceeding or being subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

(3) Being subject to any order, judgment or decree, not subsequently reversed,

suspended or vacated, or any court of competent jurisdiction, permanently or

temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities; or

(4) Being found by a court of competent jurisdiction (in a civil action), the

Commission or the Commodity Futures Trading Commission to have violated a

federal or state securities or commodities law, and the judgment has not been

reversed, suspended, or vacated.

Audit Committee

The board of directors has established an audit committee, and the functions of the

audit committee are currently performed by our Corporate Secretary, with assistance by

expert independent accounting personnel and oversight by the entire board of

directors. We are not currently subject to any law, rule or regulation requiring that we

establish or maintain an audit committee.

Board of Directors Independence. Our board of directors currently consists of three

members. We are not currently subject to any law, rule or regulation requiring that all or

any portion of our board of directors include "independent" directors.

Audit Committee Financial Expert. Our board of directors has determined that we do not

have an audit committee financial expert serving on our audit committee within the

meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial

expert" is an individual member of the audit committee who (a) understands generally

accepted accounting principles and financial statements, (b) is able to assess the

general application of such principles in connection with accounting for estimates,

accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating

financial statements comparable to the breadth and complexity to the Company's

financial statements, (d) understands internal controls over financial reporting and (e)

understands audit committee functions.

We have not yet replaced our former audit committee financial expert, but we are

engaged in finding a suitable replacement.

EXECUTIVE COMPENSATION

This section explains our executive compensation plans objectives and compensation-

setting process with our current named executives Lisa Nichols, CEO and Susie Carder,

COO/CFO. Our compensation program for our named executives is built to support the

following objectives:

Attract top talent in our leadership position

Deliver the highest level of motivation within the Company’s culture

Ensure our compensation package encourages long term retention

Align the interest of our executives with those of our shareholders

In the early stages of the Company, it was imperative that the Company hire and retain

executives who could develop and grow the business model. The Company executed

one year employment agreements with its executives due to the uncertainty of the

future financial position of the Company. The agreements were structured to provide

large commissions so as to provide a strong incentive to increase sales which is vital to a

newly developing Company. Commissions are based on a percentage of sales and are

paid to executives as the sales are completed, ie services performed and monies

received.

The Company Board of Directors, made up of Lisa Nichols and Susie Carder,

independently approve each other’s executive compensation plan. Recently, the

Company Board of Directors has taken a closer look at the executive plans and have

decided to restructure them in a way that will benefit the Company. Currently,

compensation to executives is heavily based on their own coaching commissions. In turn

this left little time to devote to managing and growing the business. In the third quarter of

this fiscal year, the Board of Directors has decided to raise the annual salary of the

executives and decrease the coaching commission percentage. This aims to

accomplish two things. It will allow the executives to focus on the overall growth and

strength of the company and less on individual coaching. The other goal is by lowering

commissions, the company will see greater gross profits and be able to more efficiently

budget its executive compensation.

The following summary compensation table sets forth all compensation awarded to,

earned by, or paid to the named executive officer during the six months ended June 30,

2013, and for the years ended December 31, 2012, and 2011 in all capacities for the

accounts of our executive, including the Chief Executive Officer (CEO) and Chief

Operating Officer (COO)/Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Name

and

principal

position

Yea

r

Salary

($)

Bonus

($)

Stock

Awar

ds

($)

Optio

n

Awar

ds

($)

Non-Equity

Incentive

Plan

Compensati

on

($)

Nonqualifie

d Deferred

Compensati

on Earnings

($)

All Other

Compensati

on

($)

Total

($)

Lisa

Nichols,

201

3 $

80,00

0 - - $ - - $ - 26,409 $

106,4

09

CEO

201

2 $

160,0

00

126,2

84 - $ - - $ - 77,026 $

363,3

10

201

1 $

132,9

64

12,00

0 - $ - - $ - 30,615 $

175,5

79

Susie

Carder,

201

3 $

36,00

0

51,15

2 - $ - - $ - 61,275 $

148,4

27

COO/CF

O

201

2 $

72,00

0

254,1

73 - $ - - $ - 96,670 $

422,8

43

201

1 $

64,00

0

88,77

7 - $ - - $ - 93,750 $

246,5

27

Employment Agreements

For the fiscal year 2012, the Company’s CEO Lisa Nichols was contracted to receive an

annual salary of $160,000, 60% commissions on new coaching contracts, and a potential

bonus based on the performance of the Company. For the fiscal year 2012, Lisa Nichols

was paid her executive salary of $160,000 in addition to earning $77,026 in coaching

commissions and $126,284 in bonuses. For the fiscal year 2011, Ms. Nichols was scheduled

to receive a salary of $135,000, 60% commissions on new coaching contracts, and a

bonus based on the performance of the Company. For the fiscal year 2011, Lisa Nichols

was paid $132,964 as part of her executive salary. The Company also accrued

commission payments to Ms. Nichols for $30,615 and a bonus payment of $12,000 which

were both paid in 2012.

In November of 2010, the Company signed a one year consulting contract with Susie

Carder for sales and operational services. The consultant was contracted to receive an

annual salary of $64,000 as well as commissions if monthly revenue targets of $50,440

were met. The Company renewed its one year contract with Susie Carder in November

2011 and again in November 2012 which included the same terms as 2010 but for an

increase in annual consulting salary to $72,000. For the fiscal year 2012, Ms. Carder was

paid her consulting salary of $72,000 in addition to earning $96,670 in coaching

commissions and $254,173 in bonuses. For the fiscal year 2011, Ms. Carder was paid her

consulting salary of $64,000 in addition to earning $93,750 in coaching commissions and

$88,777 in bonuses.

Plans

There are no annuity, pension or retirement benefits or stock options proposed to be paid

to officers, directors or employees in the event of retirement at normal retirement date

pursuant to any presently existing plan provided or contributed to by the Company or

any of its subsidiaries, if any. There are no stock option plans.

Indemnification of Directors and Officers

Our Articles of Incorporation, as amended and restated, and our Bylaws provide for

mandatory indemnification of our officers and directors, except where such person has

been adjudicated liable by reason of his negligence or willful misconduct toward the

Company or such other corporation in the performance of his duties as such officer or

director. Our Bylaws also authorize the purchase of director and officer liability insurance

to insure them against any liability asserted against or incurred by such person in that

capacity or arising from such person's status as a director, officer, employee, fiduciary, or

agent, whether or not the corporation would have the power to indemnify such person

under the applicable law.

DESCRIPTION OF THE COMMON STOCK

General

The following description of our capital stock and the provisions of our Articles of

Incorporation and By-Laws, each as amended, is only a summary.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common

stock and 1,000,000 shares of preferred stock, both $0.001 par values per share. As of

August 7, 2013, there were 14,297,900 outstanding shares of common stock and 0

outstanding shares of Preferred Stock. Set forth below is a description of certain provisions

relating to our capital stock.

Common Stock

We are authorized by our Articles of Incorporation to issue 75,000,000 shares of common

stock, par value $0.001 per share. As of August 7, 2013 there were 14,297,900 shares of

common stock issued and outstanding. Holders of shares of common stock have full

voting rights, one vote for each share held of record. Stockholders are entitled to receive

dividends as may be declared by the Board out of funds legally available therefore and

share pro rata in any distributions to stockholders upon liquidation. Stockholders have no

conversion, pre-emptive or subscription rights. All outstanding shares of common stock

are fully paid and non-assessable.

Preferred Stock

We are authorized by our Articles of Incorporation to issue 1,000,000 shares of preferred

stock, par value $0.001 per share. As of August 7, 2013 there were 0 shares of preferred

stock issued and outstanding. Authority shall be vested in the board of directors to

designate the voting powers, designations, preferences, limitations, restrictions, and rights

of preferred stock. As of August 7, 2013 the board of directors has not designated any

preferences to the 1,000,000 authorized shares of preferred stock.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Dividend Policy

We currently intend to retain any earnings for use in our business, and therefore do not

anticipate paying cash dividends in the foreseeable future. The authorized but unissued

shares of our common stock are available for future issuance without our stockholders’

approval. These additional shares may be utilized for a variety of corporate purposes

including but not limited to future public or private offerings to raise additional capital,

corporate acquisitions and employee incentive plans. The issuance of such shares may

also be used to deter a potential takeover of the Company that may otherwise be

beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares

to a stockholder that will vote in accordance with the Company’s Board of Directors’

desires. A takeover may be beneficial to stockholders because, among other reasons, a

potential suitor may offer stockholders a premium for their shares of stock compared to

the then-existing market price.

Transfer Agent and Registrar

We presently serve as our own transfer agent and registrar for our common stock.

BENEFICIAL OWNERSHIP CHART

The following tables set forth information as of the date of this Private Placement

Memorandum regarding the beneficial ownership of our common and preferred stock

(Series A), (a) each stockholder who is known by the Company to own beneficially in

excess of 5% of our outstanding common stock; (b) each director known to hold

common or preferred stock; (c) the Company's chief executive officer; and (d) the

executive officers and directors as a group. Except as otherwise indicated, all persons

listed below have (i) sole voting power and investment power with respect to their shares

of stock, except to the extent that authority is shared by spouses under applicable law,

and (ii) record and beneficial ownership with respect to their shares of stock. The

percentage of beneficial ownership of common stock is based upon 14,297,900 shares of

common stock outstanding as of November 1, 2013.

Name and

Address(1)

Number of

Shares

Beneficially

Owned Class

Percentage of Class

Before Offering (2)

Percentage

of Class

After

Offering (2)

Lisa Nichols,

CEO and

Director

6,721,500 Common 47.01% 36.73%

Susie Carder,

President,

COO and

Director

3,000,000 Common 20.98% 16.40%

Corso,

Steven

1,500,000 Common 10.49% 8.209%

All directors

and

executive

officers (2

persons)

9,721,500 Common 67.99% 53.13%

*Denotes less than 1%

1. Unless noted otherwise, the address for all persons listed is c/o the Company at

2121 Palomar Airport Road, Suite 300, Carlsbad, CA 92011.

2. The above percentages are based on the assumption that all of the 4,000,000

shares of common stock will be sold and thus 18,297,900 shares of common stock

outstanding.

RELATED PARTIES AND CERTAIN TRANSACTIONS

Sale of Fixed Asset

On February 1, 2013, the Company sold the automobile and related note payable to an

officer of the Company. On the date of sale, the automobile had a net book value of

$7,416 and related note payable balance of $8,589 which resulted in the Company

recording a gain on the sale of assets in the amount of $1,174.

Share Exchange Agreement

Motivating the Teen Spirit, LLC, (MTS) was founded by the Company’s CEO, Lisa Nichols,

and provided similar products and services that were also offered by the Company.

Over the years, the Company and MTS have loaned money to and from each other at

zero percent interest and payable on demand. At December 31, 2012 and 2011, the

Company had a related party receivables balance of $0 and $26,836, respectively.

In August of 2012, MTS was dissolved and ceased operations. In conjunction with the

dissolution of MTS, the Company acquired the assets and intellectual property of MTS

through a share exchange, whereby the Company issued 70,000 shares of common

stock to 14 individuals in exchange for their rights in the assets and intellectual property of

MTS having a value of $35,000 based upon recent market value. At the time of the share

exchange, the Company received $60,000 in cash and intellectual property,

representing all of the assets of MTS. The Company allocated the $60,000 received as

follows: $26,836 for the repayment of the loan to MTS, and the remaining $33,164 of cash

was recorded as an additional cash asset to the Company. As a result of the share

exchange, the Company valued the intellectual property of MTS at $1,836 which is the

difference between the value of shares given and value of assets received.

Director Independence

At this time the Company does not have a policy that it’s directors or a majority be

independent of management as the Company has at this time only two directors. It is

the intention of the Company to implement a policy that a majority of the Board

member be independent of the Company’s management as the member’s of the

board of director’s increases. A Director is considered independent if the Board

affirmatively determines that the Director (or an immediate family member) does not

have any direct or indirect material relationship with the Company or its affiliates or any

member of senior management of the Company or his or her affiliates. The term

“affiliate” means any corporation or other entity that controls, is controlled by, or under

common control with the Company, evidenced by the power to elect a majority of the

Board of Directors or comparable governing body of such entity. The term “immediate

family member” means spouse, parents, children, siblings, mothers- and fathers-in-law,

sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than

domestic employees) sharing the Director’s home.

TERMS OF THE OFFERING

Subject to the conditions set forth in this Memorandum and in accordance with the

terms and conditions of the Articles of Incorporation and the Bylaws, the Common Stock

is being offered by the Company on a "best efforts” basis. The full purchase price is

payable in cash upon subscription. Each investor will be required to meet certain investor

suitability standards and also comply with his respective state requirements, if any, as to

financial qualifications. There is no assurance as to the number of shares of Common

Stock will be sold, if any.

Plan of Distribution

The Common Stock is being offered directly to the public by the managers of the

Company. No commissions or any other remuneration will be paid on sales of the

Common Stock made directly to the public by any such officer or director.

This Offering will terminate at the discretion of the Company. The Offering will remain

open for an indefinite period of time until either a certain number of shares of Common

Stock have been sold as determined by the Company or the Company, in its sole

discretion, terminates the Offering, whichever date occurs earlier.

How to Subscribe

Prospective investors who satisfy the investor suitability standards set forth in the

Subscription Agreement under "Suitability Standards" may subscribe for the Common

Stock by completing, signing and delivering to the Company an executed copy of the

Subscription Documents to be furnished by the Company. All subscriptions must be

accompanied by a check payable to the order of "Motivating the Masses Inc." in the

amount subscribed for. By his or her execution of the Subscription Documents, the

investor agrees to all the terms of the Subscription Agreement of the Company. The

Board of Directors has the unconditional right to accept or reject any subscription in

whole or in part in its sole discretion for any reason. If the Board of Directors rejects or fails

to accept any subscription, or part of any subscription, the subscription and the funds

paid by the investor, without interest, will be returned to the subscriber. A subscriber

cannot cancel or withdraw his or her subscription.

Who May Invest

An investment in the Common Stock offered hereby is highly speculative and involves a

high degree of risk, including the risk of the entire loss of the investment. In addition, these

securities lack liquidity as compared to other securities investments. There is not currently

and may never be any public or private market for the Common Stock. Additionally,

these securities are "restricted securities" as such term is defined under the Securities Act

and may not be resold or transferred without compliance with applicable federal and

state securities laws. Accordingly, an investment in the Common Stock is suitable only for

persons of substantial financial means who either meet the definition of "Accredited

Investors" under Regulation D or the suitability standards of a "Non­Accredited Investor".

See "SUBSCRIPTION AGREEMENT."

Restriction of Transfer

The Common Stock offered hereby have not been registered under the Securities Act or

the securities laws of any state. Consequently, investors may not subsequently sell any of

the securities acquired in this Offering unless those securities are subsequently registered

under applicable securities laws or unless exemptions from such registration are

available. Accordingly, investors herein must be prepared to bear the economic risk of

the investment and the total loss of their investment.

INVESTOR REPRESENTATION

Each prospective investor represents to the Company by execution of the Confidential

Purchaser Questionnaire that, among other things, the prospective investor:

(i) is familiar with the terms of the Offering and this Memorandum, and has received and

reviewed all other documents he has requested from the Company;

(ii) is able to bear the economic risk of an investment in the Common Stock offered

hereby and the total loss of his investment;

(iii) is purchasing the Common Stock for his own account and not with a view to resell or

otherwise participate in a public distribution of the shares of Common Stock; and

(iv) has such knowledge and experience in financial and business matters that he is

capable of evaluating the merits and risks of the prospective investment in the Common

Stock.

Prospective investors who wish to subscribe for the Common Stock must represent to the

Company that they meet certain suitability standards by completing and returning to the

Company a Subscription Agreement available from the Company. Prospective investors

who are acting in a fiduciary capacity must submit documentation to the Company to

demonstrate their authority to so act.

CONFIDENTIALITY

The Company will to the extent allowed by the Securities Act of 1933, as amended, and

the various state securities laws, keep confidential the identities of investors in the

Company and the information supplied to the Board of Directors by said investors in the

Confidential Purchaser Questionnaire.